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| --- | --- | --- |
|   | (i) | the Person formed by or surviving such consolidation or merger or the Person which acquires by conveyance, transfer, lease or other disposition all or substantially
all of such property and other assets or stock (the “Successor Entity”): (A) immediately after giving effect to such transaction, shall be Lessee or shall have acquired or succeeded to all or substantially all of the property and other
assets of Lessee (if such assets are being transferred) as an entirety, and shall have a tangible net worth of not less than Lessee’s tangible net worth (determined in each case in accordance with GAAP) immediately prior to such transaction
(provided, however, that if Lessee’s tangible net worth at such time is greater than Lessee’s tangible net worth as at December 31, 2002, then such Person may have a tangible net worth, (determined in accordance with GAAP) that is up to
ten percent (10%) less than Lessee’s net worth immediately prior to such transaction; (B) shall be a “citizen of the United States” of America as defined in Section 40102(a)(15)(C) of Title 49 of the U.S.C. and a Certificated Air
Carrier; (C) shall make such recordations and filings with any Governmental Entity of the 
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